BOOKER GROUP PLC ETHICAL CODE OF CONDUCT

Transcription

1 BOOKER GROUP PLC ETHICAL CODE OF CONDUCT SCOPE This code covers all employees of Booker Group plc ( Booker or the Company ) together with any individual undertaking work for Booker either as an agent or on a consultancy basis (by whatever means) at all our business locations around the world. PURPOSE For the purposes of this code all such individuals will be referred to as colleagues. The continued success of Booker depends on the commitment of all its colleagues working together towards common goals. To help achieve this every customer, colleague and supplier to Booker has the right to expect a certain level of behaviour from colleagues and managers. This code therefore sets out the standards that Booker operates to as well as the behaviour that colleagues can expect from others and what others can expect from them. The consequences of not complying with this code can be very serious, including damage to our reputation, significant fines and penalties, and even criminal liability for individuals or the company. Any failure to comply with this code or its supporting policies will be fully investigated and appropriate action taken. Depending on the circumstances, this may include training, discipline, or other corrective action, up to and including termination of employment. V

2 DOCUMENT TABLE OF CONTENTS SCOPE... 1 PURPOSE OUR COLLEAGUES DIVERSITY IN THE WORKPLACE SUSTAINABILITY AND THE ENVIRONMENT CUSTOMERS BOOKER AND THE LOCAL COMMUNITY PRODUCTS AND SOURCING INSIDER TRADING CORPORATE GOVERNANCE COMPETITION BRIBERY AND CORRUPTION DEALING WITH THIRD PARTIES GIFTS, BENEFITS, HOSPITALITY AND SAMPLES FACILITATION PAYMENTS POLITICAL CONTRIBUTIONS EXPENSES CONFLICTS OF INTEREST COLLEAGUE CONDUCT CONFIDENTIALITY/CONFIDENTIAL INFORMATION REPORTING MALPRACTICE

3 1. OUR COLLEAGUES We employ over 9,000 colleagues throughout the UK. We believe that our people are vital to the ongoing success of the business; from improving choice, prices and service for our customers through to improving the performance of the business. We provide a structured induction for new colleagues to give them the knowledge and skills required to do their job. This includes (in branches) participation in a comprehensive customer service training programme that all colleagues are given refresher training on throughout the year. The provision of a safe environment for our colleagues and customers is a key focus for the business. We provide regular colleague updates on health, safety and security and our performance is actively monitored and tracked with any identified trends being tackled. We use reportable accident rates as one of the key measures to ensure that we are Building a Safer Booker. 2. DIVERSITY IN THE WORKPLACE Booker believes that meeting the needs of a diverse customer base requires a highly skilled, competent and flexible workforce. We want colleagues to reflect the diversity of the communities they serve and our employment practices need to respond to the differing work and family demands in modern society Booker aims to achieve this through the ethos of working for equality of opportunity. This aim is supported by policies and procedures such as recruitment, performance management, pay and benefits, training, promotion and transfers, which recognise individual contribution and performance, develop individuals capability and gives everyone an equal opportunity to use their talent and release their potential. Booker will treat colleagues solely on their ability to meet job requirements without regard to their gender, race, ethnic origin, nationality, colour, religion, disability, marital status, age, political or philosophical beliefs, sexual orientation, hours of work or membership (or non-membership) of a trade union Everyone has the right to be treated with dignity and respect. Booker regards any form of discrimination, harassment, victimisation or bullying as totally unacceptable conduct; it will not be permitted or condoned in any form. We have attained the Next Step diversity mark as a demonstration of our commitment to generating and supporting diversity at all levels. 3. SUSTAINABILITY AND THE ENVIRONMENT Booker recognises its responsibility to reduce its impact on the environment and is committed to building a sustainable business by working with colleagues, suppliers and customers whilst maintaining choice, price and service and being economically sensible. 3

4 4. CUSTOMERS We aim to become a customer-driven business through offering more choice, lower prices and better service to all our customers. All colleagues should strive to consistently deliver excellent service, meeting customers expectations and anticipating their requirements. 5. BOOKER AND THE LOCAL COMMUNITY Booker is committed to working with and assisting the communities in which we operate. We do this primarily through improving the support and service we provide to our 450,000+ customers who supply communities throughout the UK. We conduct our business with respect and consideration for the good of local communities, taking steps to minimise any disturbance as a result of our operations. Each business centre has a nominated local charity that they support. They may also support local community initiatives; for example, through donations of products for raffles, allowing colleagues time off to support good causes or through local sponsorship or events etc. Each business centre is required to make sure that the charity is appropriate and gets approval from their Area Manager. Each business centre is required to ensure that we never offer or make any charitable contribution as an incentive or reward for obtaining or retaining business of for any other improper purpose. We should never make a contribution to a charity unless we are sure the charity is bona fide and has all appropriate registrations or use charitable donations as a substitute for political payments. We also serve local interests by providing good employment opportunities and effective services and products. We support requests for flexible working wherever possible and provide time off for colleagues to enable them to fulfil their responsibilities as carers, parents or (if appropriate) in public or civil positions. At a corporate level Booker actively supports Caravan and Sweet Charity. 6. PRODUCTS AND SOURCING Booker is active in addressing many issues of public concern. These are dealt with through clear policies (relating to our own label products) that are understood and adhered to by our suppliers and communicated to our customers. In support of this and other public concerns, Booker is an active participant in the government's Public Health Responsibility Deal and is committed to several pledges in the areas of Food, Alcohol and Health at Work. These include strident efforts to reduce salt and artificial trans fats in the diet and to improve labelling and consumer awareness of the risks associated with excessive alcohol consumption. In addition, our policies cover areas such as: Genetically Modified Materials - Booker does not accept Genetically Modified ingredients or derivatives in the manufacture of its own label products. Mechanically Separated Meats - No Booker own label products shall contain any form of mechanically recovered meat. 4

5 Irradiated Foods - Booker does not permit the use of ingredients or additives that have been treated with ionising radiation in the manufacture of its own label products; neither does it permit the irradiation of finished product or packs. 5

6 Labelling we have clear labelling guidelines covering areas such as ingredients, additives, allergens, nutrients and warning statements to ensure that we not only meet our legislative requirements and industry standards but also provide our customers with clear, consistent and accurate product information, to enable them to be properly informed and make informed product choices. Healthy Diets - Booker recognises the importance of a healthy diet in maintaining quality of life and ensures that all our own label products meet current statutory nutrition standards. We will also take appropriate action to address emerging health concerns and non-statutory guidance. Additives we work to avoid the use of artificial colours and flavour enhancers in our foods. We favour the use of natural or nature identical additives over their artificial equivalents. We also have in place policies covering Allergens and Contaminants 7. INSIDER TRADING Booker is a public company listed on the London Stock Exchange. It is a serious criminal offence to buy or sell Booker shares, on the basis of inside information*. It makes no difference whether you do it yourself or get someone else to do so, or whether it s for your own or anyone else s benefit. * Inside information All confidential information must be protected, but some information is particularly sensitive. If it is not available publicly and could affect someone s decision to buy or sell shares, it s generally known as inside information. Colleagues with access to potential inside information about Booker are placed upon a list of insiders and may not deal (along with their partners and other connected persons ) in Booker shares, except in accordance with the Booker Group plc Share Dealing Code. 8. CORPORATE GOVERNANCE Booker is committed to protecting the interests of our shareholders and the company through compliance with the relevant legal and regulatory environments and careful management of business risks. The Board agrees clear processes for monitoring controls through the Audit Committee, Nomination Committee and Remuneration Committee. Booker will comply fully with all relevant national and international laws and will act in accordance with local guidelines and regulations, including those which are industry specific, governing our operations. It is the responsibility of all managers to ensure, by taking legal or other expert advice where appropriate, that they are aware of all local laws and regulations which may affect the area of the business in which they are engaged. All accounting documentation must clearly identify the true nature of business transactions, assets and liabilities in conformity with relevant regulatory, accounting and legal requirements. No record or entry may be false, distorted, incomplete or suppressed. Any colleague completing Company records should be diligent in ensuring the accuracy and completeness of all data, records, reports and expenditure connected with Booker and must not materially mis-state or knowingly misrepresent management information for personal gain or for any other reason. Booker may be required to make statements or provide reports to regulatory bodies, government agencies or other government departments. Care should be taken to ensure that such statements or reports are correct, timely and not misleading. Senior management must be made aware of any sensitive disclosure before it is made. 6

7 9. COMPETITION Booker will always compete vigorously, but in a fair and ethical way. Competitive success is built on providing good choice, price and service. All countries in which we operate have developed competition laws. They prohibit a variety of business practices that restrict free and fair competition, such as tender rigging, price fixing or market sharing. Colleagues should therefore take great care dealing with competitors, as any kind of agreement with them can raise competition concerns. An agreement does not have to be in writing to be illegal. It can be an informal understanding about commercial behaviours. Colleagues should not exchange non-public or other sensitive information with competitors or other parties (for example, about prices, particular customers or tenders). It can give the appearance of an inappropriate agreement or understanding. Colleagues should likewise contact the Legal Department immediately if we receive confidential information we should not have obtained (for example, if a company to whom we submitted a tender accidentally returns a competitors information). Colleagues should also ensure that they fully understand and abide by their obligations set out in the Competition Compliance Policy. 10. BRIBERY AND CORRUPTION Booker refuses to offer, give or receive bribes or improper payments, or participate in any kind of corrupt activity, either directly or through any third party. Bribery is offering, providing or receiving something of value, including cash, gifts, hospitality or entertainment, as an inducement or reward for something improper. Usually, but not always, it s to obtain or retain business or some other illegitimate advantage. Whether they are provided to or received from public officials or private individuals, bribes are against the law and against our code, no matter what local custom may be. Booker will not offer, give or receive bribes, or make or accept improper payments to obtain new business, retain existing business, or secure any improper advantage, and we won t use or permit others to do such things for us. You should seek to avoid even the appearance of wrongdoing. Even an allegation of bribery or corruption can seriously damage the company s reputation. You should record all payments and benefits provided to public officials. You should report any attempts to bribe us, or to solicit bribes from us, and any suspicions you may have about bribery and corruption. You should never participate in any form of corrupt behaviour, conceal or fail to record accurately and completely the true nature of our activities, or falsify or tamper with Booker s books and records or pay more than the fair market value for goods and services. Any breach of this policy may be treated as a disciplinary offence. 7

8 11. DEALING WITH THIRD PARTIES Sometimes we hire a third party in the capacity of an agent, consultant or other representative to help us, especially in countries where we have limited experience. They may have a role advising us on the particular market or business environment in question. They may be assisting in discussions with local officials or looking for suitable partners. The help, advice and local knowledge of agents and other consultants or contractors can sometimes be essential. However, they must operate at all times in accordance with our standards, particularly in relation to bribery and corruption. If you are retaining the services of such a third party, it is up to you to make sure he or she clearly understands and formally agrees to this. It is also your responsibility to continue to confirm their behaviour remains compliant. Ignorance of what an agent is doing in our name or for our benefit is no excuse. Colleagues should check an agent s experience, background and reputation and make sure we understand what these third parties will actually do in return for the money we pay them, and that all the money can be properly accounted for. You should not permit anyone to offer or pay bribes or make facilitation payments on our behalf, or do anything else we would not be permitted to do ourselves. Sales of the Company s services and products and purchases of products and services from suppliers will be made solely on the basis of quality, performance, price, value and/or for the benefit of the Company or customer, and never on the basis of giving or receiving inducements in the form of payments, gifts, entertainment or favours or in any other form. Negotiation of Contracts/Orders shall only be carried out in accordance with the Financial Controls and Policies Manual. 12. GIFTS, BENEFITS, HOSPITALITY AND SAMPLES There is a risk that corporate hospitality, such as customer or supplier entertainment, and the giving or receiving of gifts might be seen as bribery, especially in dealings with foreign public officials. Lavish hospitality or gifts must be avoided, both the giving and receiving. Any gifts or hospitality we receive or give in connection with our business should always be customary and reasonable in terms of value and frequency. Your business, business centre, distribution centre or department may have additional limits and guidance you should follow. You should use your judgement and good sense. You should always ensure all gifts and hospitality given and received comply with financial limits or approval requirements within your operation and where applicable are recorded in a gift book. Each gift book will be regularly reviewed by Internal Audit. 8

9 If in doubt as to whether to give or accept a gift, benefit or hospitality you should consider the following points: No hospitality should be given or accepted during tender or contract renegotiation Gifts, services or benefits must not be given or accepted during a business meeting with a supplier. Exceptions are Booker corporate gifts e.g. mugs, pens, diaries and meals at which business is conducted. Such entertainment should be kept to a minimum. Your Director is required to approve any foreign trips The frequency of events per colleague should be kept to a minimum Does the giving or acceptance further the aims of, and avoid harm to, the business? Is it considered to be reasonable under the circumstances of the relationship with the third party It must not be construed as an inducement or as putting the manager, the colleague, or the Company under any obligation to conduct or enhance the business relationship with that third party Would the recipient feel under any sense of obligation as a result of a gift or hospitality? It is recognised that a number of colleagues within the Company deal with, and are sent, samples of goods and products as part of their normal role. In many cases they will need to test, use or consume the sample in order to enhance their knowledge of the product. Once any such testing of the sample has been concluded, it will be the responsibility of the line manager of the department to decide how best to dispose of it. Managers should consider giving the sample directly to a charity or raffling it for charity. Colleagues may be subject to a tax liability should they win a prize in a customer/supplier competition. Any failure to disclose a gift or benefit may be treated as a disciplinary offence. 13. FACILITATION PAYMENTS These are payments demanded by officials (or others) simply to secure or expedite the performance of their normal duties (eg. Granting a licence). These are commonplace in some jurisdictions, but the making of such payments, regardless of how small, will be an offence. Booker does not make facilitation payments to officials to accelerate bureaucratic procedures. 14. POLITICAL CONTRIBUTIONS Political contributions and donations can involve cash and non-cash items, such as the use of corporate services or materials, or employee time. Typically they are to support a governmental entity, or a political organisation, party or candidate. Any political contribution in the EU needs approval from our shareholders. Booker does not make any political donations or contributions. 15. EXPENSES Colleagues should never manipulate, misrepresent, inaccurately record or abuse expenses, or claim sums not properly incurred on company business. 9

10 16. CONFLICTS OF INTEREST Colleagues must not: Engage in activities where their personal interests conflict or appear to conflict with the interests of Booker or their duty of loyalty to Booker. Given the evolving nature of the business, these may change over time. Engage in outside employment, which could conflict with Booker business hours, including overtime or the performance of company assignments or projects, without written permission from their manager. Appropriate or convert Booker's property for their own use including use of company time, materials, property, information or assets in connection with outside employment or personal interests. Use or disclose proprietary or confidential information about Booker for personal or financial gain or for the gain of others. Serve as a director, officer, partner, employee or perform consultancy work for any other organisation which might supply goods and services to Booker or compete with Booker unless the Chief Executive and/or HR Director give their prior written approval. Run for, seek, or be appointed to Public Office without giving written notice to the appropriate Manager or Director so that it can be determined whether this would create an actual or apparent conflict of interest. If it is determined that this would be in conflict they may be required to decline to accept the appointment or resign their position. Provide retail or wholesale services or equipment, either directly or indirectly, or as a reseller, in a manner that would place the objectivity or integrity of Booker in question. 17. COLLEAGUE CONDUCT Booker expects all colleagues to always act in the best interests of the Company and perform their job in a professional manner. We have certain rules and regulations on Company policies, Company funds, legislation and regulatory body rules. We expect colleagues to know and understand these rules. Any breaches could lead to disciplinary action. Colleagues are required to work to the best of their abilities at all times in a manner consistent with the normal standards of skill required by their role. Colleagues must act professionally when dealing with other colleagues and customers. Colleagues must not use foul or abusive language whilst at work. Colleagues must ensure they are aware of, understand, and follow all Company rules, procedures and policies at all times. Colleagues must follow any reasonable request asked of them by any member of their management team. Colleagues must always act in the best interests of Booker and behave in an exemplary manner at all times. This includes not behaving in a manner that is likely to draw adverse publicity to Booker while outside of the workplace or their normal working hours. 10

11 18. CONFIDENTIALITY/CONFIDENTIAL INFORMATION Colleagues are not permitted to use or disclose any proprietary, commercially sensitive or confidential information about Booker for personal or financial gain or for the gain of others. During your employment with us, or at any time after its termination, you are not permitted to use or disclose to another (unless you must do so in order to carry out your normal working duties whilst employed by us) any confidential information belonging to Booker, or any information in respect of which Booker owes a duty of confidentiality. Colleagues must not make use of their official position to further their personal or private interests, nor act in a way which might give rise to the suspicion that they have (for personal or private purposes) made use of information made available to them during the course of their employment. Neither must they solicit information from any other individuals not authorised by Booker to receive such information. The definition of "Personal Interest" is broad and refers to any interest whether financial or otherwise that would, or would appear to, influence a judgement or decision to the benefit of another party dealing with Booker. 19. REPORTING MALPRACTICE Booker is committed to ensuring that it follows the letter and spirit of the law in all its operations. Booker regards any malpractice (defined below) as very serious and will investigate any instances fully: Fraud or financial irregularity Corruption, bribery or blackmail Criminal offences Failure to comply with a legal or regulatory obligation Miscarriage of justice Endangering the health and safety of an individual Endangering the environment A concealment of any of the above It is important that you tell your line manager, HR or Company Security as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity. Colleagues are encouraged to raise genuine concerns about any malpractice that they are aware has taken place, is taking place, or is likely to take place by following the steps below: a) Report the malpractice at the earliest practicable stage (with as much supporting evidence as possible) by contacting any of the following: your HR representative, your line manager or Company Security; the Booker confidential hotline* ; (*The confidential hotline is an external service administered by an independent firm. It is provided of behalf of Booker, so impartiality and confidentiality are assured. You will be able to speak to someone who is a good listener and is trained to high professional standards); or you can send an to [email protected] b) The colleague will be interviewed (by an individual appointed by the HR Director) as soon as possible and may be accompanied by a work colleague if they wish. The interviewer will recommend what further steps are to be taken. 11

12 c) No further action may be taken if the interviewer: is satisfied that the colleague did not have a reasonable belief that malpractice had, is or was about to take place is satisfied that the colleague had not acted in good faith is aware that the matter is subject to legal proceedings (or has already been referred to the police or other public body) or is already being dealt with internally d) The colleague will be informed what course of action is planned, or if no action is taken the reasons for this. e) If the colleague is not happy with the steps taken he/she may raise the matter confidentially with the police, relevant public authority, MP or Government department. They may inform a professionally qualified legal advisor at any time for the purpose of taking advice. f) No disciplinary action will be taken against the colleague, nor will they be subject to any detriment, on the grounds of any disclosure made under this procedure unless Booker believes: that the colleague has acted maliciously or vexatiously; or where an external disclosure has been made in breach of this procedure without reasonable grounds g) Any disclosures will be treated as strictly confidential and the colleague will not be identified unless: the colleague gives their written consent; or there are grounds to believe that the colleague has acted maliciously or vexatiously; or it is a legal obligation; or the information is in the public domain; or it is to a qualified legal advisor for the purposes of obtaining legal advice 12